SEVENTH AMENDMENT TO CREDIT AGREEMENT

EX-4.1 2 exhibit1.htm EX-4.1 EX-4.1

SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 21, 2004, among AMERISTAR CASINOS, INC., a Nevada corporation (the “Borrower”), the various lenders party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement as defined below).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Administrative Agent and the other agents party thereto are party to a Credit Agreement, dated as of December 20, 2000, as subsequently amended, modified or supplemented by the First Amendment thereto dated as of January 30, 2001, the Second Amendment thereto dated as of May 31, 2002, the Third Amendment thereto dated as of November 22, 2002, the Fourth Amendment thereto dated as of December 19, 2003, the Fifth Amendment thereto dated as of February 27, 2004 and the Sixth Amendment thereto dated as of October 25, 2004 (the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Credit Agreement; and

WHEREAS, the Borrower and the Lenders wish to amend the Credit Agreement as provided herein;

NOW, THEREFORE, it is agreed:

1. Section 9.07(a) of the Credit Agreement is hereby amended by (i) deleting the text “fiscal year” appearing in the proviso of said Section and inserting the text “fiscal years” in lieu thereof and (ii) inserting the text “and December 31, 2004” immediately following the text “December 31, 2003” appearing in said Section.

2. The definition of “Incremental Commitment Termination Date” appearing in Section 11 of the Credit Agreement is hereby amended by (i) deleting clause (y) of said definition in its entirety and (ii) inserting the following new text in lieu thereof:

“(y) with respect to all other Incremental Commitments for Incremental Term Loans, December 31, 2004.”.

3. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Seventh Amendment Effective Date (as defined below) both before and after giving effect to this Amendment and (ii) on the Seventh Amendment Effective Date, both before and after giving effect to this Amendment, all representations and warranties (other than those representations made as of a specified date) contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects.

4. This Amendment shall become effective on the date (the “Seventh Amendment Effective Date”) when the Required Lenders and the Borrower, shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: May Yip-Daniels (facsimile number ###-###-####).

5. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

6. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

AMERISTAR CASINOS, INC.

By: /s/ Peter C. Walsh
Title: Senior Vice President & General Counsel

AMERISTAR CASINO VICKSBURG, INC.,
AMERISTAR CASINO COUNCIL BLUFFS, INC.,
CACTUS PETE’S, INC.,
A.C. FOOD SERVICES, INC.,
AMERISTAR CASINO ST. LOUIS, INC.,
AMERISTAR CASINO KANSAS CITY, INC.,
AMERISTAR CASINO ST. CHARLES, INC.,
AMERISTAR CASINO LAS VEGAS, INC.
RICHMOND STREET DEVELOPMENT, INC.
AMERISTAR CASINO BLACK HAWK, INC.

By: /s/ Peter C. Walsh
Title: Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), Individually and as Administrative Agent

By: /s/ Mary Kay Coyle
Title: Managing Director

SIGNATURE PAGE TO THE SEVENTH AMENDMENT DATED AS OF DECEMBER 21, 2004, TO THE CREDIT AGREEMENT DATED AS OF DECEMBER 20, 2000, AMONG AMERISTAR CASINOS, INC., A NEVADA CORPORATION, THE VARIOUS LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO ABOVE, WELLS FARGO BANK, N.A., AS CO-ARRANGER AND SYNDICATION AGENT, BEAR STEARNS CORPORATE LENDING INC., AS DOCUMENTATION AGENT, DEUTSCHE BANK SECURITIES INC., AS LEAD ARRANGER AND SOLE BOOK MANAGER AND DEUTSCHE BANK TRUST COMPANY AMERICAS (F.K.A BANKERS TRUST COMPANY), AS ADMINISTRATIVE AGENT

AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager

By: /s/ Chester M. Eng
Title: Senior Vice President

AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager

By: /s/ Chester M. Eng
Title: Senior Vice President

AMMC CDO III, LIMITED
By: American Money Management Corp.,
as Collateral Manager

By: /s/ Chester M. Eng
Title: Senior Vice President

BANK OF SCOTLAND
By: /s/ Karen Welch
Title: Assistant Vice President

BEAR STEARNS CORPORATE LENDING
By: /s/ Victor Bulzacchelli
Title: Vice President

BLUE SQUARE FUNDING LIMITED SERIES 3,
as Lender
By: /s/ Deborah O’Keeffe
Title: Vice President

BIG SKY SENIOR LOAN FUND, LTD.
By: Eaton Vance Management
as Investment Advisor